Approach Resources Inc (Form: 8-K, Received: 06/02/2015 16:43:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 2, 2015

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33801	51-0424817
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas		76116
(Address of principal executive offices)		(Zip Code)

(817) 989-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

After receiving the requisite number of votes for approval from the stockholders of Approach Resources Inc. (the “Company”) at the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”), the Company executed the Third Amendment (the “Third Amendment”) to its 2007 Stock Incentive Plan (as amended, the “2007 Plan”), effective June 2, 2015. The Third Amendment (i) increases the number of shares available for grant under the 2007 Plan by 1,525,000 shares; (ii) prohibits shares subject to net settled stock appreciation rights from being recycled back into the 2007 Plan for future awards; and (iii) adds a general clawback policy applicable to all awards under the 2007 Plan.

The foregoing description of the Third Amendment is a summary and does not purport to be complete. The foregoing description is qualified in its entirety by reference to the full text of the Third Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on June 2, 2015, in Fort Worth, Texas, for the following purposes: (1) to elect two directors to the class of directors whose respective terms expire at the 2018 Annual Meeting of Stockholders; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve the Third Amendment to the 2007 Plan; (4) to approve the material terms of the 2007 Plan for purposes of complying with Section 162(m) of the Internal Revenue Code; and (5) to ratify the appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. Each of these items is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 20, 2015.

At the close of business on April 10, 2015, the record date for the Annual Meeting, there were 40,570,770 shares of the Company’s common stock issued, outstanding and entitled to vote at the Annual Meeting.

Proposal 1 – Election of Directors

Each of the two nominees for director was duly elected by the Company’s stockholders, with votes as follows:


Nominee	Shares For		Shares Withheld		Broker Non-Votes
James H. Brandi		27,156,654		938,095		8,374,759
James C. Crain		27,821,349		273,400		8,374,759

Proposal 2 – Advisory Vote on Executive Compensation

With respect to the advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s 2015 proxy statement, the compensation of the Company’s named executive officers was approved, with votes as follows:


Shares For	Shares Against		Shares Abstaining		Broker Non-Votes
22,957,239		5,079,420		57,966		8,374,883

Proposal 3 – Approval of the Third Amendment to the 2007 Stock Incentive Plan

The Third Amendment was approved by the Company’s stockholders, with votes as follows:


Shares For	Shares Against		Shares Abstaining		Broker Non-Votes
26,924,320		1,142,963		27,341		8,374,884

Proposal 4 – Approval of the Material Terms of the 2007 Stock Incentive Plan

The material terms of the 2007 Stock Incentive Plan were approved by the Company’s stockholders for purposes of complying with Section 162(m) of the Internal Revenue Code, with votes as follows:


Shares For	Shares Against		Shares Abstaining		Broker Non-Votes
27,106,123		957,097		31,405		8,374,883

Proposal 5 – Ratification of Independent Registered Public Accounting Firm

The appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, was ratified, with votes as follows:


Shares For	Shares Against		Shares Abstaining		Broker Non-Votes
36,355,466		95,398		18,644		—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Third Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


APPROACH RESOURCES INC.

By:		/s/ J. Curtis Henderson
		J. Curtis Henderson
		Chief Administrative Officer

Date: June 2, 2015

EXHIBIT INDEX


Exhibit No.		Description

10.1		Third Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan.

Exhibit 10.1

THIRD AMENDMENT TO THE

APPROACH RESOURCES INC.

2007 STOCK INCENTIVE PLAN

This Third Amendment (the “ Third Amendment ”) to the Approach Resources Inc. 2007 Stock Incentive Plan, as amended from time to time (the “ Plan ”), is made effective as of June 2, 2015 (the “ Amendment Effective Date ”), by Approach Resources Inc., a Delaware corporation (“ Approach ”), subject to approval by Approach’s stockholders.

W I T N E S S E T H :

WHEREAS, Approach established the Plan, originally effective as of June 28, 2007 and most recently amended and approved by Approach’s stockholders effective May 31, 2012, under which Approach is authorized to grant equity-based incentive awards to certain employees and service providers of Approach and its subsidiaries;

WHEREAS, Section 14.1 of the Plan provides that Approach’s board of directors (the “ Board ”) may amend the Plan to increase the Plan’s share limitation with the approval of the holders of at least a majority of Approach’s shares of common stock; and

WHEREAS, the Board now desires to amend the Plan in the manner contemplated hereby, subject to approval by Approach’s stockholders at the Company’s 2015 annual meeting, to (a) increase the number of shares available for grant under the Plan by 1,525,000 shares, (b) prohibit the recycling of shares subject to net settled stock appreciation rights, and (c) add a general clawback policy applicable to all Awards under the Plan.

NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, subject to approval by Approach’s stockholders, as set forth below:

1. Section 4.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:

(a) Subject to adjustment as provided in Section 4.2, the maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan, on or after May 31, 2012, shall not exceed 3,625,000 shares. If an Award granted under this Plan, including Awards granted and outstanding as of the Amendment Effective Date, expires, is forfeited or becomes unexercisable for any reason without have been exercised in full, the undelivered shares of Common Stock which were subject to the Award shall, unless the Plan shall have been terminated, become available for future Awards under the Plan.

2. Section 4.3(f) of the Plan is hereby deleted and replaced in its entirety with the following:

(f) No Liberal Share Recycling . The number of shares available for grant of Awards under the Plan shall not be increased by (i) the number of shares of Common Stock delivered or withheld to pay the exercise price of any Award, (ii) the number of shares of Common Stock delivered or withheld to pay withholding taxes payable upon exercise, vesting or payment of any Award, or (iii) the number of shares reserved for issuance upon the grant of a SAR to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SAR.

3. Section 15.8 of the Plan shall be amended to add the following as subsection (b):

(b) Notwithstanding anything to the contrary herein, the Company will not be required to comply with any term, covenant or condition of this Plan or any Award Agreement if and to the extent prohibited by applicable law. Participants shall be required to reimburse the Company for all or a portion of any Award or any amounts paid or profits realized with respect to any Award or the sale of shares issued with respect to any Award as required by applicable law, including, but not limited to, Section 304 of the Sarbanes-Oxley Act of 2002 and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and a Participant’s acceptance of any Award issued under this Plan will constitute such Participant’s agreement that the Company need not comply with any term, covenant or condition of this Plan or an applicable Award Agreement to the extent that doing so would require that Participant reimburse the Company for such amounts pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 and/or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

4. Except as set forth above, the Plan shall continue to read in its current state.

IN WITNESS WHEREOF, Approach has caused the execution of this Third Amendment by its duly authorized officer, effective as of the Amendment Effective Date.


APPROACH RESOURCES INC.

By:		/s/ J. Ross Craft
		J. Ross Craft
		President and Chief Executive Officer